Fannie Mae Board Committees
As the company reported in its Sept. 11, 2008 Form 8-K filing with the Securities and Exchange Commission (SEC), upon the appointment of the Conservator on Sept. 6, 2008, in accordance with the Regulatory Reform Act, the Federal Housing Finance Agency (FHFA), as Conservator and by operation of law, immediately succeeded to all rights, titles, powers, and privileges of Fannie Mae, and of any director of Fannie Mae with respect to Fannie Mae and its assets. Accordingly, the Board of Directors no longer had the power or duty to manage, direct, or oversee the business and affairs of Fannie Mae. On Nov. 24, 2008, FHFA, as Conservator, reconstituted Fannie Mae's Board of Directors and directed Fannie Mae regarding the function and authorities of the Board of Directors. The directors of Fannie Mae serve on behalf of the Conservator and exercise their authority as directed by the Conservator.
FHFA has directed that our Board will have a minimum of nine and not more than 13 directors.
Pursuant to the Company's Bylaws, our Board of Directors has the following standing committees: Audit, Compensation, Nominating & Corporate Governance (N&CG), Risk Policy & Capital (RP&C), and Strategic Initiatives and Technology.
Contact the Board of Directors
Board Members | Independent Director | Audit | Community Responsibility & Sustainability | Compensation | Nominating & Corporate Governance | Risk Policy & Capital | Strategic Initiatives & Technology |
---|---|---|---|---|---|---|---|
Sheila C. Bair (Chair) | |||||||
Amy E. Alving | |||||||
Hugh Frater | |||||||
Renee Glover | |||||||
Michael J.Heid* | |||||||
Robert H.Herz* | |||||||
Antony Jenkins* | |||||||
Karin J. Kimbrough | |||||||
Diane C.Nordin* (Vice Chair) | |||||||
Jonathan Plutzik | |||||||
Manuel "Manolo" Sánchez Rodríguez | |||||||
Ryan A. Zanin |
Sheila C. Bair (Chair)
Independent Director
Community Responsibility & Sustainability
Nominating & Corporate Governance
Risk Policy & Capital
Amy E. Alving
Independent Director
Nominating & Corporate Governance
Risk Policy & Capital
Strategic Initiative & Technology
Hugh Frater
Community Responsibility & Sustainability
Renee Glover
Independent Director
Community Responsibility & Sustainability
Nominating & Corporate Governance
Strategic Initiative & Technology
Michael J.Heid*
Independent Director
Audit
Community Responsibility & Sustainability
Compensation
Robert H.Herz*
Independent Director
Audit
Compensation
Nominating & Corporate Governance
Antony Jenkins*
Independent Director
Audit
Risk Policy & Capital
Strategic Initiative & Technology
Karin J. Kimbrough
Independent Director
Audit
Compensation
Nominating & Corporate Governance
Diane C. Nordin (Vice Chair)
Independent Director
Audit
Compensation
Risk Policy & Capital
Jonathan Plutzik
Independent Director
Manuel "Manolo" Sánchez Rodríguez
Independent Director
Nominating & Corporate Governance
Risk Policy & Capital
Strategic Initiative & Technology
Ryan A. Zanin
Independent Director
Community Responsibility & Sustainability
Compensation
Risk Policy & Capital
The Audit Committee
The Audit Committee oversees (a) the accounting, reporting, and financial practices of the Corporation and its subsidiaries, including the integrity of the Corporation's financial statements and internal control over financial reporting; (b) the Corporation's compliance with legal and regulatory requirements; (c) the external auditor's qualifications and independence; (d) the performance of the Corporation's internal audit function and the Corporation's external auditor; and (e) the Corporation's key information technology and operations controls.
- Robert H. Herz*, Chair
- Michael J. Heid*, Vice Chair
- Antony Jenkins*
- Karin Kimbrough
- Diane C. Nordin*
*Audit Committee Financial Expert
The Community Responsibility and Sustainability Committee
The Community Responsibility and Sustainability Committee is responsible for overseeing the development, planning, implementation, performance, and execution of significant initiatives and activities related to access to credit, affordable housing, and sustainability.
The Compensation Committee
In consultation and with the approval of the Conservator, where appropriate, the Compensation Committee discharges the responsibilities of, or makes recommendations to, the Board relating to the appointment and compensation of Fannie Mae's senior management; oversees and advises the Board on the adoption of policies that govern certain annual compensation and stock ownership plans consistent with the Board's Delegation of Authority to the CEO and reservation of powers and as provided by Fannie Mae's plans; approves the Company's Compensation Policy, which applies to all employees of the Company, from time to time (the "Compensation Policy"); reviews and discusses with management the Compensation Discussion and Analysis (CD&A) for inclusion in Fannie Mae's annual report or proxy statement, as applicable; and produces the report of the committee to accompany the CD&A in such annual report or proxy statement.
The Nominating & Corporate Governance Committee
The Nominating & Corporate Governance Committee identifies individuals qualified to become members of the Board, consistent with criteria approved by the Board; recommends directors to be elected by the Board to fill any vacancies; develops and recommends to the Board a set of corporate governance principles; and plays a leadership role in shaping Fannie Mae's corporate governance.
- Renee Glover, Chair
- Amy E. Alving, Vice Chair
- Sheila C. Bair
- Robert Herz
- Karin Kimbrough
- Manuel “Manolo” Sánchez Rodríguez
The Risk Policy & Capital Committee
The Risk Policy & Capital Committee assists the Board in overseeing Fannie Mae's capital management and risk management, including overseeing the management of credit risk, market risk, liquidity risk, and operational risk.
- Ryan A. Zanin, Chair
- Manuel “Manolo” Sánchez Rodríguez, Vice Chair
- Amy E. Alving
- Sheila C. Bair
- Antony Jenkins*
- Diane Nordin
The Strategic Initiatives and Technology Committee
The Strategic Initiatives and Technology Committee assists the Board in overseeing Fannie Mae's development, planning and implementation of key strategic change initiatives and technology strategy development, planning and execution.